Bioluminescence in the ophiuroid Amphipholis squamata is produced by photocytes located within the spinal ganglia of arm spines. Ganglionic cells were dissociated (pronase digestion) and photocytes separated from other cell types by using a continuous density Percoll gradient. Aliquots from a stock suspension of photocytes in artificial sea water were stimulated to produce light by using KCl or acetylcholine and fixed for ultrastructural observation at different times of the luminous process. Preluminescent, luminescent, and postluminescent photocytes contained various intracytoplasmic structures, such as Golgi, flat and distended rough endoplasmic reticulum cisternae, bundles of fibrils, and up to six types of membrane-bounded vesicles. These structures either co-occurred or succeeded one another during the process of light production, indicating that they were most probably participating in the luminescence reaction. Two types of vesicles, sharing some ultrastructural features, probably represented the microsources of the photocytes. One type occurred almost exclusively in luminescent photocytes, and the other almost exclusively in postluminescent photocytes, suggesting that one may be transformed into the other. The latter type of vesicle contained densely packed fibro-tubular units, giving a characteristic paracrystalline appearance to postluminescent photocytes.